Contents

Plot summary

The story opens with Twilight awaking in Limbo, searching for someone. She discovers Princess Luna in a small school house, but Luna seems to have forgotten who she is.

The story flashes back to earlier that night where Twilight has been undergoing a study of Rainbow Dash, Fluttershy, and Pinkie Pie's dreams. They and the rest of the Mane Six are called to the palace in Canterlot and are told by Princess Luna that Princess Celestia has been put under a spell that traps her in her dreams and they must enter her dreams to rescue her.

Twilight chooses Rainbow Dash, Pinkie Pie and Fluttershy to go in with her and Princess Luna (anymore than five ponies would cause too much disturbance to the dreamer) and enter Celestia's dreams.

Dream Level 1: Manehatten

They are in Manehatten. Twilight notices that the projections are shaped like ponies but with no faces. They split up in two groups --Luna, Fluttershy and Rainbow Dash in one and Twilight and Pinkie Pie in the other. As she and Pinkie Pie walk through the city Twilight seems to spot Celstia walking into an alleyway. It suddenly begins to start raining trains and it causes the projections to stop and stare at them. Meanwhile in, Luna, Rainbow Dash and Fluttershy are attacked by robotic alicorns and run itno a building for cover where both Twilight and Pinkie Pie have also taken shelter in. The machines break in and a battle royale ensues, in which Luna is mortally wounded. Luna and Twilight then are forced to tell the others about Limbo: if they die here, they will be thrown into raw subconscious and may never escape with their minds intact.

Twilight tells the group she caught a glimpse of Celestia going into a building that resembled a clocktower. They find the clocktower and find Celstia inside, asleep. They now must go deeper, into the next level of dreaming.

They need to leave someone behind to wake them from this level and choose Fluttershy. To give them the proper shock to wake them, they pile into a carriage and Fluttershy will fly through the city, pulling it behind them. In 20 minutes she is to dive into the ocean to wake them.

Dream Level 2: Cloudsdale:

Luna and Twilight sense Celestia in a nearby cafe and leave Rainbow Dash and Pinkie Pie outside to wait for them. They find Celestia awake, sitting at a table. Luna approches her first and attempts to inform her she is dreaming. Celestia becomes anxious and the projections start to close in, but Twilight then cuts in and conferims to Celesia what Luna is telling her. The projections emedditly stop and go back to their places in the dream. With the dream becoming incresingly hostile, they decide to exit through the back. As they come out, they are suddenly attacked by what seems to be Gilda Griffin. It turns out that whoever is in control of the dreamstate is causing Rainbow Dash's surpressed feelings of gilt about Gilda to manifest as a shadow of Gilda. Rainbow Dash tells the rest of the group to get to her house where they can meet up. Celestia, Luna, Pinkie Pie and Twilight leave Rainbow Dash to fight the Shadow Gilda. They enter Rainbow Dash's home and then are attacked again by the manipulater of the dream who causes Celestia to fall asleep again. The whole time Luna's injures are becoming more survere. They descide they must go even deeper into the dream state, hoping that Rainbow Dash will give them the kick to wake themselves up. Meanwhile Rainbow Dash contuinues to fight the Shadow Gilda whom is incresingly violent and vicious. They end up in the Weather Factory where the fight becomes incresingly violent. Meanwhile in Dream Level 1 Fluttershy is desperately trying to avoid the manchines by flying and dodging them as much as possible.

Dream Level 3: The Everfree Forest:

Luna, Twilight and Pinkie find themselves in what seems to be a nightmarish version of the Everyfree Forest. They sense that Celesita is in a castle on the horizon, so they begin to make there way there taking care of the wounded Luna the whole way. Suddenly they are attacked by a giant ground worm that attempts to eat them.

While this is going on back in Dream Level 2, the fight between Rainbow Dash and Shadow Gilda continues ever more violently, suddenly the entire factory begins to shift its gravity (because of Fluttershy's erratic flying on Dream Level 1), tilting to the left and then the right. They continue to fight and Shadow Gilda is eventally defeated by being drowned in raw rainbow fluid. The now battered and beaten Rainbow Dash then makes her way to the house. In Dream Level 1, Fluttershy, exuxsted by the constant attacks by the robots, decides to make the kick early by letting herself fall into the water. In Dream Level 2 this causes a sudden lost of gravity, making it nearly impossible to administer a kick. Back in Dream Level 3, Twilight, Luna and Pinkie Pie discover Celestia inside the castle, but then are attacked by the same entity that attcked them in Dream Level 2, this time, instead of just putting Celestia to sleep, the entity kills her, thereby sending her into Limbo. Luna's wound that she got in Dream Level 1 has gotten even worse. They decide that Luna must stay behind because of her injuries and protect them from anything that might attack while Pinkie and Twilight go into Limbo and retrive Celestia. Luna sends Twilight and Pinkie into limbo by giving them a heart attack and then is attacked by the giant worm from earler. This time she finally kills the worm, but it takes a toll and she dies as the dream collapses around them, sending her into Limbo.

Dream Level 4: Limbo

Twilight and Pinkie awaken in limbo, and find that the entity that is behind all this is actually Trixie, who had actually been in line to be Celestia's apprentice, but was bypassed by Twilight; that made her envious to an incredible degree, so she sunk into the archives of the libary to access the restricted books that contain various mind manipluation spells and used them to put Celestia under and then capture and kill Twilight. Twilight, shocked by all this, attempts to reason with Trixie, but cannot and is forced to fight her. After a harsh battle, the Princess is freed and is taken from Limbo by Pinkie, as Twilight is forced to stay behind to find Luna in Limbo since she died in Dream Level 3. Meanwhile in Dream Level 2, Rainbow Dash gives them the kick by strapping them to jet packs and bungie cords and giving them the illousion of falling. In Dream Level 1 Fluttershy hits the water, waking everyone except Twilight and Luna. Cut back to the beginning of the story, where Twilight finds Luna in Limbo and reminds her of who she is and why she is there, they awaken from Limbo in the real world. They discover a now memory-wiped Trixie and instead of banishing her, Celestia says that they will instead teach her how to use her magic for good.

Characters

Everyone's personalities are much like those in the show, with the exception of Rainbow Dash and Trixie: Rainbow Dash has deeply supressed feelings of guilt over being former friends with Gilda, which becomes a very important part of the story. Trixie, meanwhile, is shown to be extremely vengeful and envious of Twilight, to the point of being driven mad because she was passed over for an apprenticeship to the princess.